Terms and Conditions Of Sales

1. Definitions and interpretation

1.1 In these Conditions:-
“Customer” means the person who accepts an MH quotation for the sale of Goods or whose order for Goods is accepted by MH;
“Conditions” means the conditions set out in this document and (unless the context otherwise requires) includes any special conditions agreed in writing between Customer and MH;
“Contract” means any contract for the sale of Goods by MH to the Customer;
“Goods” means goods (including any instalment of goods), laser cutting services and related consultancy or other services which MH is to supply to the Customer in accordance with these Conditions;
“MH” means M & H Laser Limited (registered in England under no.5866952).

2. The sale

2.1 MH sells and Customer purchases Goods in accordance with any written quotation of MH accepted by Customer, or any order of Customer accepted by MH, subject in both cases to these Conditions, which shall govern the Contract to the exclusion of any other terms.

2.2 No variation to these Conditions shall be binding unless committed to in writing and signed by or on behalf of both parties.

2.3 Any error or omission in any sales literature, quotation, price list, invoice or other document of information issued by MH is subject to correction without any liability to MH

2.4 No right or licence is granted to Customer under any intellectual property right save the right to use or resell Goods.

3. Orders and specifications

3.1 Customer is responsible to MH for ensuring the accuracy of the terms of any order (including applicable specification) submitted by Customer, and for giving MH any necessary information relating to Goods within a sufficient time to enable MH to perform the Contract in accordance with its terms.

3.2 The quantity, quality and description of Goods is set out in MH’s quotation (if accepted by Customer) or Customer’s order (if accepted by MH).

3.3 If goods are to be manufactured or any process applied to Goods by MH in accordance with a specification submitted by Customer, Customer is to indemnify MH for all loss, damages, costs and expenses incurred by MH in connection with any claim for infringement of any intellectual property rights of any other person resulting from MH’s use of Customer’s specification.

3.4 If an order is cancelled by Customer, Customer shall indemnify MH against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by MH in connection with the Contract prior to and as a result of such cancellation.

4. Price

4.1 Subject to clause 4.2, all prices quoted by MH are valid for 1 month only or such other time as specified in the quotation or until earlier acceptance by Customer, after which time they may be altered by MH without notice.

4.2 MH may by giving notice to Customer at any time before completion of Goods, increase the price of Goods to reflect any increase in the cost to MH due to any factor beyond the control of MH, any change in delivery dates, quantities or specifications for Goods requested by Customer, or any delay caused by any instructions of Customer or failure of Customer to give MH adequate information or instructions.

4.3 All prices are given by MH on an ex works basis, and where MH agrees to deliver Goods otherwise than at MH’s premises, Customer is liable to pay MH’s charges for transport, packaging and insurance.

4.4 The price is exclusive of any applicable VAT which Customer is liable to pay MH.

5. Payment

5.1 MH may invoice Customer for the price of Goods on or at any time after MH has notified Customer that Goods are ready for collection or (as the case may be) MH has tendered delivery of Goods.

5.2 Customer will pay the price of Goods in full within 30 days of MH’s invoice, notwithstanding that delivery may not have taken place and title in Goods not passed to Customer. Time of payment of the price is of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3 If Customer fails to make any payment on the due date then, without prejudice to any other MH right or remedy, MH may:-

(a) cancel the Contract or suspend any further deliveries to Customer;

(b) appropriate any payment made by Customer to such of the Goods (or the goods or services supplied under any other contract between Customer and MH) as MH may think fit (notwithstanding any purported appropriation by the Customer); and

(c) charge Customer interest (before and after any judgement) on the amount unpaid, at the rate of 3% per annum above Lloyds TSB Bank plc until payment in full is made.

5.4 Notwithstanding any other provisions in this clause 5, MH may invoice Customer and require Customer to pay the price of Goods in full prior to delivery if MH reasonably believes it necessary or Customer is a new customer of MH, and MH notifies Customer prior to entry of the Contract that alternative payment terms shall apply to the Contract.

6. Risk and title

6.1 Risk in Goods passes to Customer:
(a) where Goods are delivered at MH’s premises, when MH notifies Customer that Goods are available for collection; or where Goods are delivered other than at MH’s premises, on delivery or, if Customer wrongfully fails to take delivery of Goods, when MH has tendered delivery of Goods.

6.2 Notwithstanding delivery, passing of risk in Goods or any other provision of these Conditions, title in Goods does not pass to Customer until MH has received in cash or cleared funds full payment of the price of Goods and all other goods and/or services to be supplied by MH to Customer for which payment is then due.

6.3 Until title in Goods passes to Customer, Customer holds Goods as MH’s fiduciary agent and bailee, and shall keep Goods in good condition and separate from those of Customer and third parties and properly stored, protected, insured and identified as MH’s property.

6.4 Until title in Goods passes to Customer (and provided Goods still exist and have not been resold), MH may require Customer to deliver up Goods to MH and, if Customer fails to do so, to enter upon any premises of Customer or third party where Goods are stored and repossess Goods.

6.5 Customer may not pledge or charge by way of security any Goods owned by MH, but if Customer does so all moneys owing by Customer to MH become immediately (without prejudice to any other MH right or remedy) due and payable.